Revised Laws of Saint Lucia (2021)

76.   Withdrawal or reduction of international limited partner's contribution

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    (1)   An international limited partner shall not receive from an international general partner or out of international limited partnership property any part of his or her contribution until —

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      (a)     all liabilities of the international limited partnership, except liabilities to international general partners and to international limited partners on account of their contributions, have been paid or there remains property of the international limited partnership sufficient to pay them;

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      (b)     the consent of all international partners is given unless the return of the contribution may be rightfully demanded pursuant to subsection (2); and

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      (c)     the articles are amended as to specify the withdrawal or reduction provided that no amendment is required where the withdrawal or reduction occurs in accordance with the articles.

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    (2)   Subject to the provisions of subsection (1), an international limited partner may rightfully demand the return of his or her contribution —

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      (a)     upon the dissolution of the international limited partnership unless its business is continued pursuant to the exercise by other international partners of a right or power specified in the articles;

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      (b)     when the time specified in the articles for its return has arrived or the events specified in the articles on the happening of which its return shall be made has occurred; or

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      (c)     after he or she has given 6 months' notice in writing to all other international partners if no time is specified in the articles either for the return of the contribution or for the dissolution of the international limited partnership and no events are specified in the articles on the happening of which the return of the contribution shall occur.

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    (3)   In the absence of any statement in the articles to the contrary or the consent of all international partners, an international limited partner irrespective of the nature of his or her contribution has only the right to demand and receive cash in return for his or her contribution.

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    (4)   An international limited partner may have the international limited partnership dissolved and its affairs wound up when —

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      (a)     he or she rightfully but unsuccessfully demands the return of his or her contribution; or

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      (b)     the other liabilities of the international limited partnership have not been paid or the international limited partnership property is insufficient for their payment as required by paragraph (a) of subsection (1) and the international limited partner would otherwise be entitled to the return of his or her contribution.